Statistiche di base
| CIK | 1260828 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Central Energy Partners LP - Limited Partnership
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| December 16, 2015 |
Central Energy Partners FORM 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0167 Expires: March 31, 2018 Estimated Average burden hours per response 1.50 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT |
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| November 30, 2015 |
Exhibit 10.1 Execution Version ASSET PURCHASE AGREEMENT BY AND BETWEEN REGIONAL ENTERPRISES, INC., AS SELLER, AND, ASSOCIATED ASPHALT HOPEWELL, LLC, AS BUYER, DATED AS OF NOVEMBER 20, 2015 Table of Contents Page ARTICLE 1 CERTAIN DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE 2 SALE OF ASSETS; ASSUMPTION OF LIABILITIES 10 Section 2.1 Purchased Assets 10 Section 2.2 Excluded Assets 11 Section 2.3 |
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| November 30, 2015 |
Central Energy Partners FORM 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2015 CENTRAL ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorporation) (Commi |
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| November 30, 2015 |
Central Energy Partners LP and Subsidiaries CONSOLIDATED BALANCE SHEETS Exhibit 99.1 Central Energy Partners LP and Subsidiaries CONSOLIDATED BALANCE SHEETS Unaudited December 31, September 30, 2014 2015 ASSETS Current Assets Cash $ 67,000 $ 118,000 Trade accounts receivable (less allowance for doubtful accounts of $0 at 2014 and 2015) 294,000 66,000 Prepaid expenses and other current assets 324,000 128,000 Total current assets 685,000 312,000 Property, plant and equi |
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| August 7, 2015 |
Exhibit 15 ACCOUNTANT?S ACKNOWLEDGMENT We acknowledge the incorporation by reference in the Registration Statement on Form S-3 (333-149238) and Form S-8 (333-149248) of Central Energy Partners LP of our report dated August 7, which appears on page 4 of the quarterly report on Form 10-Q for the quarter ended June 30, 2015. /s/ MONTGOMERY COSCIA GREILICH, LLP Plano, Texas August 7, 2015 |
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| August 7, 2015 |
Central Energy Partners 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-50394 Central Energy Partners LP (Exact Name of Registrant as Specified in Its Charter) Delaware 20-0153267 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| August 7, 2015 |
THIRD AMENDED AND RESTATED INTERCOMPANY DEMAND PROMISSORY NOTE EXHIBIT 10.21 THIRD AMENDED AND RESTATED INTERCOMPANY DEMAND PROMISSORY NOTE $6,000,000 Dated: June 30, 2015 FOR VALUE RECEIVED, the undersigned, Central Energy Partners LP, a Delaware limited partnership (?Borrower?), HEREBY PROMISES TO PAY to the order of Central Energy GP LLC, a Delaware limited liability company (?Lender?), the principal amount of $6,000,000 or, if less, the aggregate principa |
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| May 15, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-50394 Central Energy Partners LP (Exact Name of Registrant as Specified in Its Charter) Delaware 20-0153267 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| May 15, 2015 |
Exhibit 15 ACCOUNTANT’S ACKNOWLEDGMENT We acknowledge the incorporation by reference in the Registration Statement on Form S-3 (333-149238) and Form S-8 (333-149248) of Central Energy Partners LP of our report dated May 15, 2015 which appears on page 4 of the quarterly report on Form 10-Q for the quarter ended March 31, 2015. /s/ MONTGOMERY COSCIA GREILICH, LLP Plano, Texas May 15, 2015 |
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| March 31, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 2014 ¨ TRANSACTION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from to Commission File No. 000-50394 |
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| March 31, 2015 |
Exhibit 10.109 EIGHTH AMENDMENT This EIGHTH AMENDMENT dated as of November 9, 2010 (this “Eighth Amendment”), is between RB International Finance (USA) LLC (formerly known as RZB Finance LLC) (the “Lender”) and Regional Enterprises, Inc., a Virginia corporation (as successor by assumption of obligations to Rio Vista Energy Partners L.P., the “Borrower”). WITNESSETH: WHEREAS, Lender and the Borrowe |
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| March 31, 2015 |
RIO VISTA ENERGY PARTNERS L.P. 2005 EQUITY INCENTIVE PLAN COMMON UNIT GRANT AGREEMENT Exhibit 10.110 RIO VISTA ENERGY PARTNERS L.P. 2005 EQUITY INCENTIVE PLAN COMMON UNIT GRANT AGREEMENT FOR DIRECTORS This Common Unit Grant Agreement (this “Agreement”) is made and entered into by and between Central Energy Partners LP, a Texas limited partnership (the “Company”), and (the “Grantee”). This Agreement is entered into as of the day of , 2014 (the “Grant Date”). Capitalized terms used i |
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| March 31, 2015 |
Exhibit 24.1 POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints John L. Denman, Jr. and Douglas W. Weir, and each of them, either one of whom may act without joinder of the other, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or |
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| March 31, 2015 |
Subsidiaries of the Partnership Exhibit 21 Subsidiaries of the Partnership Name of Subsidiary State of Organization Trade Name Regional Enterprises, Inc. Virginia None Rio Vista Operating Partnership L.P. Delaware None Rio Vista Operating GP LLC Delaware None |
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| March 31, 2015 |
CENTRAL ENERGY PARTNERS LP 2014 LONG-TERM INCENTIVE PLAN RESTRICTED COMMON UNIT OPTION AGREEMENT Exhibit 10.112 CENTRAL ENERGY PARTNERS LP 2014 LONG-TERM INCENTIVE PLAN RESTRICTED COMMON UNIT OPTION AGREEMENT FOR OFFICERS This Restricted Common Unit Option Agreement (this “Agreement”) is made and entered into by and between CENTRAL ENERGY PARTNERS LP, a Delaware limited partnership (the “Partnership”), and (the “Officer”). This Agreement is entered into as of the day of , 2014 (the “Date of G |
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| March 31, 2015 |
CENTRAL ENERGY PARTNERS LP 2014 LONG-TERM INCENTIVE PLAN COMMON UNIT GRANT AGREEMENT Exhibit 10.111 CENTRAL ENERGY PARTNERS LP 2014 LONG-TERM INCENTIVE PLAN COMMON UNIT GRANT AGREEMENT FOR DIRECTORS This Common Unit Grant Agreement (this “Agreement”) is made and entered into by and between Central Energy Partners LP, a Texas limited partnership (the “Company”), and (the “Grantee”). This Agreement is entered into as of the day of , 2014 (the “Grant Date”). Capitalized terms used in |
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| November 14, 2014 |
SECOND AMENDED AND RESTATED INTERCOMPANY DEMAND PROMISSORY NOTE EXHIBIT 10.20 SECOND AMENDED AND RESTATED INTERCOMPANY DEMAND PROMISSORY NOTE $5,000,000 Dated: November 11, 2014 FOR VALUE RECEIVED, the undersigned, Central Energy Partners LP, a Delaware limited partnership (“Borrower”), HEREBY PROMISES TO PAY to the order of Central Energy GP LLC, a Delaware limited liability company (“Lender”), the principal amount of $5,000,000 or, if less, the aggregate pri |
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| November 14, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-50394 Central Energy Partners LP (Exact Name of Registrant as Specified in Its Charter) Delaware 20-0153267 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| November 14, 2014 |
Exhibit 15 ACCOUNTANT’S ACKNOWLEDGMENT We acknowledge the incorporation by reference in the Registration Statement on Form S-3 (333-149238) and Form S-8 (333-149248) of Central Energy Partners LP of our report dated November 14, which appears on page 4 of the quarterly report on Form 10-Q for the quarter ended September 30, 2014. /s/ MONGOMERY COSCIA GREILICH, LLP Plano, Texas November 14, 2014 |
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| August 14, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-50394 Central Energy Partners LP (Exact Name of Registrant as Specified in Its Charter) Delaware 20-0153267 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| August 14, 2014 |
Exhibit 15 ACCOUNTANT’S ACKNOWLEDGMENT We acknowledge the incorporation by reference in the Registration Statement on Form S-3 (333-149238) and Form S-8 (333-149248) of Central Energy Partners LP of our report dated August 14, which appears on page 4 of the quarterly report on Form 10-Q for the quarter ended June 30, 2014. /s/ MONGOMERY COSCIA GREILICH, LLP Plano, Texas August 14, 2014 |
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| May 21, 2014 |
Exhibit 10.3 [FORM] CENTRAL ENERGY PARTNERS LP 2014 LONG-TERM INCENTIVE PLAN RESTRICTED COMMON UNIT OPTION AGREEMENT FOR OFFICERS This Restricted Common Unit Option Agreement (this “Agreement”) is made and entered into by and between CENTRAL ENERGY PARTNERS LP, a Delaware limited partnership (the “Partnership”), and (the “Officer”). This Agreement is entered into as of the day of , 2014 (the “Date |
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| May 21, 2014 |
[FORM] CENTRAL ENERGY PARTNERS LP 2014 LONG-TERM INCENTIVE PLAN COMMON UNIT GRANT AGREEMENT Exhibit 10.5 [FORM] CENTRAL ENERGY PARTNERS LP 2014 LONG-TERM INCENTIVE PLAN COMMON UNIT GRANT AGREEMENT FOR DIRECTORS This Common Unit Grant Agreement (this “Agreement”) is made and entered into by and between Central Energy Partners LP, a Texas limited partnership (the “Company”), and (the “Grantee”). This Agreement is entered into as of the day of , 2014 (the “Grant Date”). Capitalized terms us |
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| May 21, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2014 CENTRAL ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorporation) (Commission |
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| May 21, 2014 |
[FORM] RIO VISTA ENERGY PARTNERS L.P. 2005 EQUITY INCENTIVE PLAN COMMON UNIT GRANT AGREEMENT Exhibit 10.4 [FORM] RIO VISTA ENERGY PARTNERS L.P. 2005 EQUITY INCENTIVE PLAN COMMON UNIT GRANT AGREEMENT FOR DIRECTORS This Common Unit Grant Agreement (this “Agreement”) is made and entered into by and between Central Energy Partners LP, a Texas limited partnership (the “Company”), and (the “Grantee”). This Agreement is entered into as of the day of , 2014 (the “Grant Date”). Capitalized terms u |
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| May 15, 2014 |
First Amendment to Employment Agreement Ian T. Bothwell Exhibit 10.29 First Amendment to Employment Agreement of Ian T. Bothwell This First Amendment to Employment Agreement (the “First Amendment”) is made and entered into effective as of December 19, 2013 (the “Effective Date”) by and between IAN T. BOTHWELL (“Executive”), Central Energy GP LLC (the “Company”). All words with initial capital letters set forth in this Agreement have the meaning ascribe |
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| May 15, 2014 |
Exhibit 10.28 REIMBURSEMENT AGREEMENT Recitals 1. Effective December 1, 2013 (the “Effective Date”) Central Energy GP, LLC (“Central GP”) commenced conducting business in Dallas, Texas at 4809 Cole Avenue, Suite 108, Dallas, Texas 75205 ( the “Dallas Office”). 2. The Dallas Office is currently under lease to Katy Resources, LLC (“Katy”) and Katy is paying all of the rent, utilities, telephones and |
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| May 15, 2014 |
Exhibit 15 ACCOUNTANT’S ACKNOWLEDGMENT We acknowledge the incorporation by reference in the Registration Statement on Form S-3 (333-149238) and Form S-8 (333-149248) of Central Energy Partners LP of our report dated May 15, which appears on page 4 of the quarterly report on Form 10-Q for the quarter ended March 31, 2014. /s/ MONGOMERY COSCIA GREILICH, LLP Plano, Texas May 15, 2014 |
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| May 15, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-50394 Central Energy Partners LP (Exact Name of Registrant as Specified in Its Charter) Delaware 20-0153267 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| May 7, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2014 CENTRAL ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorporation) (Commission |
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| March 31, 2014 |
AMENDED AND RESTATED INTERCOMPANY DEMAND PROMISSORY NOTE AMENDED AND RESTATED INTERCOMPANY DEMAND PROMISSORY NOTE $4,000,000 Dated: March 15, 2014 FOR VALUE RECEIVED, the undersigned, Central Energy Partners LP, a Delaware limited partnership (“Borrower”), HEREBY PROMISES TO PAY to the order of Central Energy GP LLC, a Delaware limited liability company (“Lender”), the principal amount of $4,000,000 or, if less, the aggregate principal amount of all adv |
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| March 31, 2014 |
Exhibit 24.1 POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints John L. Denman, Jr. and Ian T. Bothwell, and each of them, either one of whom may act without joinder of the other, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or |
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| March 31, 2014 |
CENTRAL ENERGY PARTNERS LP 2014 LONG-TERM INCENTIVE PLAN ARTICLE I. PURPOSE CENTRAL ENERGY PARTNERS LP 2014 LONG-TERM INCENTIVE PLAN ARTICLE I. PURPOSE 1.1 Purpose. The purpose of the Central Energy Partners LP 2014 Long-Term Incentive Plan (the “Plan”) is to provide a means whereby the General Partner, the Partnership and their respective Subsidiaries may attract, motivate and retain highly competent officers and employees and to provide a means whereby selected Employee |
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| March 31, 2014 |
Carter R. Montgomery 4627 Fairfax Avenue Dallas, Texas 75209 Carter R. Montgomery 4627 Fairfax Avenue Dallas, Texas 75209 Confidential January 17, 2013 G. Thomas Graves III, Chairman Central Energy GP LLC 4809 Cole Avenue Suite 108 Dallas, Texas 75205 Re: Board of Directors Dear Mr. Graves: With the management of Central Energy GP LLC (the “Company”) passing to the very capable hands of you and Jack, and the need for me to pursue other business opportunitie |
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| March 31, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 2013 o TRANSACTION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from to Commission File No. 000-50394 |
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| March 31, 2014 |
David M. Laney 8117 Preston Road Suite 300 Dallas, Texas 75225 David M. Laney 8117 Preston Road Suite 300 Dallas, Texas 75225 Confidential January 17, 2013 G. Thomas Graves III, Chairman Central Energy GP LLC 4809 Cole Avenue Suite 108 Dallas, Texas 75205 Re: Board of Directors Dear Mr. Graves: As we have discussed, I have a number of business interests that are consuming my full time and effort. As a result, I regret that there is no longer the time in my sc |
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| March 31, 2014 |
Subsidiaries of the Partnership Exhibit 21 Subsidiaries of the Partnership Name of Subsidiary State of Organization Trade Name Regional Enterprises, Inc. Virginia None Rio Vista Operating Partnership L.P. Delaware None Rio Vista Operating GP LLC Delaware None |
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| December 5, 2013 |
EX-10.103 3 v361930ex10-103.htm EXHIBIT 10.103 Exhibit 10.103 PURCHASE AND SALE AGREEMENT BY AND AMONG CEGP ACQUISITION, LLC, CENTRAL ENERGY GP LLC and CENTRAL ENERGY PARTNERS LP November 26, 2013 TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE OF THE ACQUIRED INTERESTS; PURCHASE PRICE 1 1.1 Sale of Acquired Interests 1 1.2 Purchase Price 2 1.3 The Closing 2 1.4 Closing Deliveries 2 ARTICLE II |
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| December 5, 2013 |
SCHEDULE 13D JOINT FILING AGREEMENT EXHIBIT 1 SCHEDULE 13D JOINT FILING AGREEMENT The undersigned and each other person executing this joint filing agreement (this “Agreement”) agree as follows: (i) The undersigned and each other person executing this Agreement are individually eligible to use the Schedule 13D to which this Exhibit is attached and such Schedule 13D is filed on behalf of the undersigned and each other person executin |
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| December 5, 2013 |
ENGY / Central Energy Partners L.P. / CEGP Acquisition, LLC - FORM SC 13D Activist Investment SC 13D 1 v361930sc13d.htm FORM SC 13D CUSIP No. 153423108 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* Central Energy Partners LP (Name of Issuer) Common Units, representing limited partner interests (Title of Class of Securities) 153423108 (CUSIP Number) John L. Denman, Jr., 4809 Cole Avenue, Suite 108 Dallas, Texas 75205, (214) 5 |
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| December 3, 2013 |
William M. Comegys III 333 Texas Street Suite 825 Shreveport, Louisiana 71101 Exhibit 17.2 William M. Comegys III 333 Texas Street Suite 825 Shreveport, Louisiana 71101 November 25, 2013 Central Energy GP LLC 8150 N. Central Expressway, Suite 1525 Dallas, Texas 75206 To the Board of Directors: Please accept this letter as formal resignation from my position as (i) a director and of Central Energy GP LLC (the “Company”), (ii) as a member of the Audit Committee, the Compensat |
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| December 3, 2013 |
EX-3.15 2 v362061ex3-15.htm EXHIBIT 3.15 Exhibit 3.15 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CENTRAL ENERGY GP LLC (A DELAWARE LIMITED LIABILITY COMPANY) THE UNITS ISSUED BY THE COMPANY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the “ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATE |
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| December 3, 2013 |
Exhibit 4.7 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among CENTRAL ENERGY PARTNERS L.P. and CEGP ACQUISITION, LLC JLD SERVICES, LP G. THOMAS GRAVES, III and THE GROUP 1 INVESTORS (AS DEFINED HEREIN) Table of Contents Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Registrable Securities 4 ARTICLE II REGISTRATION RIGHTS 5 Section 2.1 Demand Registration 5 Section |
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| December 3, 2013 |
Exhibit 4.8 WARRANT THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UN |
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| December 3, 2013 |
Jerry V. Swank 8117 Preston Road Suite 440 Dallas, Texas 75206 Exhibit 17.1 Jerry V. Swank 8117 Preston Road Suite 440 Dallas, Texas 75206 November 26, 2013 Central Energy GP LLC 8150 N. Central Expressway, Suite 1525 Dallas, Texas 75206 To the Board of Directors: Please accept this letter as formal resignation from my position as a director and Chairman of the Board of Directors of Central Energy GP LLC (the “Company”) effective upon acceptance of this lette |
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| December 3, 2013 |
Exhibit 10.103 PURCHASE AND SALE AGREEMENT BY AND AMONG CEGP ACQUISITION, LLC, CENTRAL ENERGY GP LLC and CENTRAL ENERGY PARTNERS LP November 26, 2013 TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE OF THE ACQUIRED INTERESTS; PURCHASE PRICE 1 1.1 Sale of Acquired Interests 1 1.2 Purchase Price 2 1.3 The Closing 2 1.4 Closing Deliveries 2 ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLERS 2 2.1 |
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| December 3, 2013 |
EX-3.16 3 v362061ex3-16.htm EXHIBIT 3.16 Exhibit 3.16 THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CENTRAL ENERGY PARTNERS LP TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.1 Definitions 1 SECTION 1.2 Construction 18 ARTICLE II ORGANIZATION 18 SECTION 2.1 Formation 18 SECTION 2.2 Name 19 SECTION 2.3 Registered Office; Registered Agent; Principal Office; Other Offices 19 |
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| December 3, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 26, 2013 CENTRAL ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorporation) (Commi |
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| December 3, 2013 |
EX-4.9 6 v362061ex4-9.htm EXHIBIT 4.9 Exhibit 4.9 WARRANT THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMEN |
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| November 14, 2013 |
Exhibit 15 ACCOUNTANT’S ACKNOWLEDGMENT We acknowledge the incorporation by reference in the Registration Statement on Form S-3 (333-149238) and Form S-8 (333-149248) of Central Energy Partners LP of our report dated November 14, 2013 which appears on page 4 of the quarterly report on Form 10-Q for the quarter ended September 30, 2013. |
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| November 14, 2013 |
NOTE A – ORGANIZATION NOTE A – ORGANIZATION – Continued UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-50394 Central Energy Partners LP (Exact Name of Registrant as Specified in Its Charter) Delaware 20-0153267 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| October 18, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2013 CENTRAL ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorporation) (Commis |
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| August 23, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2013 CENTRAL ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorporation) (Commiss |
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| August 14, 2013 |
Exhibit 15 ACCOUNTANT’S ACKNOWLEDGMENT We acknowledge the incorporation by reference in the Registration Statement on Form S-3 (333-149238) and Form S-8 (333-149248) of Central Energy Partners LP of our report dated August 14, 2013 which appears on page 4 of the quarterly report on Form 10-Q for the quarter ended June 30, 2013. /s/ MONGOMERY COSCIA GREILICH, LLP Plano, Texas August 14, 2013 |
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| August 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-50394 Central Energy Partners LP (Exact Name of Registrant as Specified in Its Charter) Delaware 20-0153267 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| May 15, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-50394 Central Energy Partners LP (Exact Name of Registrant as Specified in Its Charter) Delaware 20-0153267 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| May 15, 2013 |
Exhibit 15 ACCOUNTANT’S ACKNOWLEDGMENT We acknowledge the incorporation by reference in the Registration Statement on Form S-3 (333-149238) and Form S-8 (333-149248) of Central Energy Partners LP of our report dated May 15, which appears on page 4 of the quarterly report on Form 10-Q for the quarter ended March 31, 2013. /s/ MONGOMERY COSCIA GREILICH, LLP Plano, Texas May 15, 2012 |
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| April 1, 2013 |
Exhibit 24.1 POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Imad K. Anbouba and Ian T. Bothwell, and each of them, either one of whom may act without joinder of the other, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all |
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| April 1, 2013 |
Subsidiaries of the Partnership Exhibit 21 Subsidiaries of the Partnership Name of Subsidiary State of Organization Trade Name Regional Enterprises, Inc. Virginia None Rio Vista Operating Partnership L.P. Delaware None Rio Vista Operating GP LLC Delaware None |
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| April 1, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 Commission file number: 000-50394 Central Energy Partners LP (Exact Name of Partnership as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) |
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| March 26, 2013 | ||
| March 26, 2013 | ||
| March 26, 2013 | ||
| March 26, 2013 | ||
| March 26, 2013 |
EX-10.96 4 v339103ex10-96.htm EXHIBIT 10.96 |
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| March 26, 2013 | ||
| March 26, 2013 | ||
| March 26, 2013 |
EX-10.97 5 v339103ex10-97.htm EXHIBIT 10.97 |
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| March 26, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2013 CENTRAL ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorporation) (Commissi |
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| March 7, 2013 |
NOTICE OF DEFAULT, DEMAND FOR PAYMENT AND RESERVATION OF RIGHTS March 1,2013 VIA FACSIMILE (804-458-7921) AND FEDERAL EXPRESS Regional Enterprises, Inc. |
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| March 7, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2013 CENTRAL ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorporation) (Commissio |
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| November 30, 2012 |
Financial Statements and Exhibits, Other Events 8-K 1 v3294908k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2012 CENTRAL ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdic |
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| November 30, 2012 |
LIMITED WAIVER AND NINTH AMENDMENT LIMITED WAIVER AND NINTH AMENDMENT This LIMITED WAIVER AND NINTH AMENDMENT dated as of November 1, 2012 (this “Limited Waiver and Ninth Amendment”), is between RB International Finance (USA) LLC (formerly known as RZB Finance LLC, the “Lender”) and Regional Enterprises, Inc. |
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| November 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-50394 Central Energy Partners LP (Exact Name of Registrant as Specified in Its Charter) Delaware 20-0153267 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| November 14, 2012 |
Exhibit 15 ACCOUNTANT’S ACKNOWLEDGMENT We acknowledge the incorporation by reference in the Registration Statement on Form S-3 (333-149238) and Form S-8 (333-149248) of Central Energy Partners LP of our report dated November 14, 2012, which appears on page 4 of the quarterly report on Form 10-Q for the quarter ended September 30, 2012. |
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| October 11, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2012 CENTRAL ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorporation) (Commiss |
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| October 11, 2012 | ||
| October 11, 2012 | ||
| October 11, 2012 | ||
| September 21, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2012 CENTRAL ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorporation) (Comm |
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| August 14, 2012 |
Exhibit 15 ACCOUNTANT’S ACKNOWLEDGMENT We acknowledge the incorporation by reference in the Registration Statement on Form S-3 (333-149238) and Form S-8 (333-149248) of Central Energy Partners LP of our report dated August 14, 2012, which appears on page 4 of the quarterly report on Form 10-Q for the quarter ended June 30, 2012. /s/ MONGOMERY COSCIA GREILICH, LLP Plano, Texas August 14, 2012 |
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| August 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-50394 Central Energy Partners LP (Exact Name of Registrant as Specified in Its Charter) Delaware 20-0153267 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| May 15, 2012 |
Exhibit 15 ACCOUNTANT’S ACKNOWLEDGMENT We acknowledge the incorporation by reference in the Registration Statement on Form S-3 (333-149238) and Form S-8 (333-149248) of Central Energy Partners LP of our report dated May 15, 2012, which appears on page 4 of the quarterly report on Form 10-Q for the quarter ended March 31, 2012. /s/ MONGOMERY COSCIA GREILICH, LLP Plano, Texas May 15, 2012 |
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| May 15, 2012 | ||
| May 15, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-50394 Central Energy Partners LP (Exact Name of Registrant as Specified in Its Charter) Delaware 20-0153267 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| May 14, 2012 |
ENGY / Central Energy Partners L.P. / Swank Capital, LLC - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) (Rule 13d-101) Under the Securities Exchange Act of 1934 Central Energy Partners LP (Name of Issuer) Common Units (Title of Class of Securities) 153423108 (CUSIP NUMBER) Cushing MLP Asset Management, L.P. 8117 Preston Road, Suite 440 Dallas, Texas 75225 (Name, Address and Telephone Number of Person |
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| May 10, 2012 |
8-K 1 v3127308k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2012 CENTRAL ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction o |
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| March 30, 2012 |
Exhibit 10.100 Intercompany Demand Promissory Note Between Central Energy GP LLC and Central Energy Partners LP INTERCOMPANY DEMAND PROMISSORY NOTE $2,000,000 Dated: March 1, 2012 FOR VALUE RECEIVED, the undersigned, Central Energy Partners LP, a Delaware limited partnership (“Borrower”), HEREBY PROMISES TO PAY to the order of Central Energy GP LLC, a Delaware limited liability company (“Lender”), |
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| March 30, 2012 |
Exhibit 10.98 |
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| March 30, 2012 |
Exhibit 10.101 Intercompany Demand Promissory Note Between Central Energy Partners LP and Regional Enterprises, Inc. INTERCOMPANY DEMAND PROMISSORY NOTE $2,000,000 Dated: March 1, 2012 FOR VALUE RECEIVED, the undersigned, Regional Enterprises, Inc., a Virginia corporation (“Borrower”), HEREBY PROMISES TO PAY to the order of Central Energy Partners LP, a Delaware limited partnership (“Lender”), the |
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| March 30, 2012 |
Subsidiaries of the Registrant Exhibit 21 Subsidiaries of the Registrant Name of Subsidiary State of Organization Trade Name Regional Enterprises, Inc. Virginia None Rio Vista Operating Partnership L.P. Delaware None Rio Vista Operating GP LLC Delaware None |
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| March 30, 2012 |
Exhibit 24.1 POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Imad K. Anbouba and Ian T. Bothwell, and each of them, either one of whom may act without joinder of the other, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all |
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| March 30, 2012 |
Exhibit 10.99 Amendment to Second Amended and Restated Agreement of Limited Partnership FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CENTRAL ENERGY PARTNERS LP This First Amendment to the Second Amended and Restated Agreement of Limited Partnership of Central Energy Partners LP, dated effective as of 12:00 p.m., Central Daylight Savings Time, March 28, 201 |
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| March 30, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 Commission file number: 000-50394 Central Energy Partners LP (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 2 |
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| February 24, 2012 |
Vehicle Lease Service Agreement Schedule “A” Exhibit 10.96 Vehicle Lease Service Agreement Schedule “A” Schedule “A” No. Date of Preparation 2/24/12 Page 1 of 2 Penske Location: City, State and Zip Code: THIS AMENDMENT is made this day of February, 2012 to the Vehicle Lease Service Agreement dated as of the February 6, 2012 (the "VLSA") between PENSKE TRUCK LEASING CO., L.P. ("Penske") and REGIONAL ENTERPRISES, INC. ("Customer"). Intending t |
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| February 24, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2012 CENTRAL ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorporation) (Commi |
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| February 24, 2012 |
Exhibit 10.97 |
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| November 28, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2011 CENTRAL ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorporation) (Commi |
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| November 28, 2011 |
Exhibit 10.95 Employment Agreement This Employment Agreement (the "Agreement") is made and entered into as of November 22, 2011, by and between DANIEL P. MATTHEWS (the "Employee") and REGIONAL ENTERPRISES, INC., a Virginia corporation (the "Company"). WHEREAS, the Company desires to continue the employment of the Employee on the terms and conditions set forth herein; and WHEREAS, the Employee desi |
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| November 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-50394 Central Energy Partners LP (Exact Name of Registrant as Specified in Its Charter) Delaware 20-0153267 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| November 14, 2011 |
Exhibit 15 ACCOUNTANT’S ACKNOWLEDGMENT We acknowledge the incorporation by reference in the Registration Statement on Form S-3 (333-149238) and Form S-8 (333-149248) of Central Energy Partners LP of our report dated November 9, 2011, which appears on page 4 of the quarterly report on Form 10-Q for the quarter ended September 30, 2011. |
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| October 26, 2011 |
P.O. Box 5238 1950 Paredes Line Road Brownsville, Texas 78523 956/542-2553 Fax 956/542-8940 Offices In: Brownsville McAllen Matamoros Reynosa October 24, 2011 Office of the Chief Accountant Securities and Exchange Commission 460 Fifth Street N. W. Washington, DC 20549 Re: Central Energy Partners LP Commission File Number 000-50394 Dear Sirs: We have received a copy of, and are in agreement with, t |
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| October 26, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2011 (October 12, 2011) CENTRAL ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of I |
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| October 18, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2011 CENTRAL ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorporation) (Commis |
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| August 15, 2011 |
Exhibit 15 ACCOUNTANT’S ACKNOWLEDGMENT We acknowledge the incorporation by reference in the Registration Statement on Form S-3 (333-149238) and Form S-8 (333-149248) of Central Energy Partners LP of our report dated August 10, 2011, which appears on page 4 of the quarterly report on Form 10-Q for the quarter ended June 30, 2011. |
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| August 15, 2011 |
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 1, 2011, by and among Central Energy Partners LP, a Delaware limited partnership (the “Partnership”), Central Energy, LP, a Delaware limited partnership (“CE LP”) and each of the Persons (as herein defined) set forth on Schedule A hereto (the “Purchasers”). |
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| August 15, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-50394 Central Energy Partners LP (Exact Name of Registrant as Specified in Its Charter) Delaware 20-0153267 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| July 6, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2011 CENTRAL ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorporation) (Commissio |
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| June 29, 2011 |
EX-99.1 2 c19375exv99w1.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Units, of Central Energy Partners LP, and further agree that this Joint |
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| June 29, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Central Energy Partners LP (Name of Issuer) Common Units (Title of Class of Securities) 153423108 (CUSIP Number) Cushing MLP Asset Management, L.P. 8117 Preston Road, Suite 440 Dallas, Texas 75225 (Name, Address and Telephone Number of Person Authorized t |
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| June 10, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Central Energy Partners LP (Name of Issuer) Common Units (Title of Class of Securities) 153423108 (CUSIP Numb |
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| May 16, 2011 |
Exhibit 15 ACCOUNTANT’S ACKNOWLEDGMENT We acknowledge the incorporation by reference in the Registration Statement on Form S-3 (333-149238) and Form S-8 (333-149248) of Central Energy Partners LP of our report dated May 13, 2011, which appears on page 4 of the quarterly report on Form 10-Q for the quarter ended March 31, 2011. /s/ BURTON McCUMBER & CORTEZ, L.L.P. Brownsville, Texas May 16, 2011 |
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| May 16, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-50394 Central Energy Partners LP (Exact Name of Registrant as Specified in Its Charter) Delaware 20-0153267 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| April 15, 2011 |
BUY-SELL AGREEMENT THIS BUY-SELL AGREEMENT (the “Agreement”) is executed effective as of April 13, 2011 by and among Imad K. |
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| April 15, 2011 | ||
| April 15, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 Commission file number: 000-50394 Central Energy Partners LP (Exact Name of Registrant as Specified in Its Charter) Delaware 20-0153267 (State or Other Jurisdiction of Incorporation or Orga |
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| April 15, 2011 |
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CENTRAL ENERGY PARTNERS LP TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS SECTION 1. |
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| April 15, 2011 | ||
| April 15, 2011 |
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CENTRAL ENERGY GP LLC (A DELAWARE LIMITED LIABILITY COMPANY) SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CENTRAL ENERGY GP LLC TABLE OF CONTENTS Article 1 Definitions 1. |
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| April 15, 2011 | ||
| April 15, 2011 |
Subsidiaries of the Registrant Exhibit 21 Subsidiaries of the Registrant Name of Subsidiary State of Organization Trade Name Regional Enterprises, Inc. Virginia None Rio Vista Operating Partnership L.P. Delaware None Rio Vista Operating GP LLC Delaware None |
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| April 4, 2011 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2011 CENTRAL ENERGY PARTNERS, L.P. (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorporation) (Commi |
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| April 4, 2011 |
Central Energy Partners, L.P. Receives FINRA Notice of New Listing Symbol Exhibit 99.1 Central Energy Partners, L.P. Receives FINRA Notice of New Listing Symbol DALLAS, Texas—(BUSINESS WIRE)—Central Energy Partners, L.P., formerly known as Rio Vista Energy Partners L.P. (OTC:ENGY), an energy services master limited partnership whose Common Units are listed for trading on the over-the-counter market with Pink OTC Markets, Inc., announced today that it received on March 3 |
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| March 31, 2011 |
SEC FILE NUMBER 0-50394 SEC FILE NUMBER 153423 10 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 14, 2011 |
EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Units of Rio Vista Energy Partners, L.P., a Delaware limited partnership, and further agree that this Joint |
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| February 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9)* Rio Vista Energy Partners, L.P. (Name of Issuer) Common Units (Title of Class of Securities) 767271109 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh |
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| January 11, 2011 |
CENTRAL ENERGY, LP SUBSCRIPTION AGREEMENT CENTRAL ENERGY, LP SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT IS UTILIZED FOR THE PRIVATE OFFERING OF LIMITED PARTNERSHIP INTERESTS IN CENTRAL ENERGY, LP. |
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| January 11, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. —)* Central Energy Partners LP (Name of Issuer) Common Units (Title of Class of Securities) 767271109 (CUSIP Number) Ian T. Bothwell 8150 North Central Expressway, Suite 1525 Dallas, Texas 75206 (214) 360-7480 (Name, Address and Telephone Number of Person Au |
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| January 11, 2011 |
AGREEMENT OF LIMITED PARTNERSHIP CENTRAL ENERGY, LP AGREEMENT OF LIMITED PARTNERSHIP OF CENTRAL ENERGY, LP This Agreement of Limited Partnership (this “Agreement”) of Central Energy, LP dated as of April 19, 2010 is entered into by Central Energy, LLC (the “General Partner”) and the limited partners who have executed a Limited Partner Signature Page to be attached hereto (collectively, the “Limited Partners” and, collectively with the General Partner, the “Partners”) pursuant to and in accordance with the Delaware Revised Uniform Limited Partnership Act (6 Del. |
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| January 11, 2011 |
Central Energy, LLC 8105 N. Central Expwy., Suite 1525 Dallas, Texas 75206 (214) 378-5800 Central Energy, LLC 8105 N. Central Expwy., Suite 1525 Dallas, Texas 75206 (214) 378-5800 November 12, 2010 The Cushing Opportunity Fund I, L.P. 3300 Oak Lawn Ave # 650 Dallas, TX 75219-6431 (214) 692-6334 Re: Investment in Central Energy, LP Gentlemen This letter agreement sets forth the terms and conditions of The Cushing Opportunity Fund I, L.P.’s (“Cushing”) agreement with Central Energy, LLC |
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| January 11, 2011 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned does hereby consent and agree to the joint filing on behalf of each of them of a Statement on Schedule 13D and all amendments thereto with respect to the common units representing limited partner interests of Central Energy Partners LP (f/k/a Rio Vista Energy Partners L. |
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| January 4, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2010 Central Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorporation) (Commi |
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| January 4, 2011 |
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 28th day of December, 2010, by and between Rio Vista GP, LLC, a Delaware limited liability company (the “Company”), and Imad Anbouba, a Texas resident (“Employee”). RECITALS: A. Reference is hereby made to the Amended and Restated Limited Liability Company Agreement of the Company dat |
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| January 4, 2011 |
AMENDMENT CERTIFICATE OF LIMITED PARTNERSHIP RIO VISTA ENERGY PARTNERS L.P. Exhibit 3.4 AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP OF RIO VISTA ENERGY PARTNERS L.P. ARTICLE I. The name of the Limited Partnership is Rio Vista Energy Partners L.P.. ARTICLE II. This Amendment amends and changes Paragraph 1 of the original Certificate of Limited Partnership to read as follows: 1. The name of the Limited Partnership is Central Energy Partners LP. IN WITNESS WHEREOF, the u |
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| January 4, 2011 |
Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 28th day of December, 2010, by and between Rio Vista GP, LLC, a Delaware limited liability company (the “Company”), and Carter R. Montgomery, a Texas resident (“Employee”). RECITALS: A. Reference is hereby made to the Amended and Restated Limited Liability Company Agreement of the Com |
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| January 4, 2011 |
Exhibit 3.3 SECOND AMENDMENT TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RIO VISTA ENERGY PARTNERS L.P. This Second Amendment to the First Amended and Restated Agreement of Limited Partnership of Rio Vista Energy Partners L.P., dated effective as of 3:00 p.m. Central Standard Time, December 28, 2010 (the “Second Amendment”), is entered into by and between Central Energy G |
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| January 4, 2011 |
AMENDMENT CERTIFICATE OF FORMATION RIO VISTA GP LLC Exhibit 3.2 AMENDMENT TO CERTIFICATE OF FORMATION OF RIO VISTA GP LLC ARTICLE I. The name of he limited liability company is Rio Vista GP LLC. ARTICLE II. This Amendment amends and changes paragraph “FIRST” of the original Certificate of Formation to read as follows: FIRST. The name of the limited liability company formed hereby is Central Energy GP LLC. IN WITNESS WHEREOF, the undersigned sole Me |
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| January 4, 2011 |
FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RIO VISTA GP LLC Exhibit 3.1 FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RIO VISTA GP LLC This First Amendment to the Amended and Restated Limited Liability Company Agreement of Rio Vista GP, LLC, dated effective as of 11:00 a.m. Central Standard Time December 28, 2010 (the “First Amendment”), is executed by Central Energy, L.P. a Delaware limited partnership (“Central LP”), |
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| November 23, 2010 |
RELEASE This RELEASE is made and entered into as of the 17th day of November, 2010 by Rio Vista Energy Partners, L. |
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| November 23, 2010 |
EX-10.3 4 v203823ex10-3.htm MUTUAL RELEASE This Mutual Release (the “Release”) is made and entered into as of this day of November, 2010, by and among Penn Octane Corporation (“POCC”), on the one hand, and Rio Vista Energy Partners, L.P. (“RVEP”) and Rio Vista GP, LLC, the general partner of RVEP (“RVGP” and together with RVEP, the “Rio Vista Parties”), on the other hand. RECITALS A. POCC and RVEP |
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| November 23, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2010 Rio Vista Energy Partners L.P. (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorporation) (C |
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| November 23, 2010 |
FOURTH AMENDMENT TO SECURITIES PURCHASE AND SALE AGREEMENT FOURTH AMENDMENT TO SECURITIES PURCHASE AND SALE AGREEMENT This FOURTH AMENDMENT TO SECURITIES PURCHASE AND SALE AGREEMENT (this “Fourth Amendment”) is entered into and effective as of this 17th day of November, 2010 (the “Effective Date”) by and among Central Energy, LP (“Buyer”), Rio Vista Energy Partners, L. |
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| November 23, 2010 |
CONDITIONAL ACCEPTANCE OF SETTLEMENT OFFER AND RELEASE CONDITIONAL ACCEPTANCE OF SETTLEMENT OFFER AND RELEASE This CONDITIONAL ACCEPTANCE OF SETTLEMENT OFFER AND RELEASE (hereinafter referred to as this “Release”) is entered into effective as of November 17, 2010, by and between among each of Ian T. |
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| November 23, 2010 |
TERMINATION AGREEMENT (this “Agreement”), dated as of November 17, 2010, among Penn Octane Corporation, a Delaware corporation (“POCC”), Rio Vista GP, LLC, a Delaware limited liability company (“RVGP”), Rio Vista Energy Partners, L. |
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| August 13, 2010 |
THIRD AMENDMENT TO SECURITIES PURCHASE AND SALE AGREEMENT THIRD AMENDMENT TO SECURITIES PURCHASE AND SALE AGREEMENT This THIRD AMENDMENT TO SECURITIES PURCHASE AND SALE AGREEMENT (this “Third Amendment”) is entered into and effective as of this 21st day of July, 2010 (the “Effective Date”) by and among Central Energy, LLC (“Buyer”), Rio Vista Energy Partners, L. |
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| August 13, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2010 Rio Vista Energy Partners L.P. (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorporation) (Comm |
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| May 28, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2010 Rio Vista Energy Partners L.P. (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorporation) (Commis |
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| May 28, 2010 |
[EXECUTION COPY] SEVENTH AMENDMENT This SEVENTH AMENDMENT dated as of May 21, 2010 (this “Seventh Amendment”), is between RZB FINANCE LLC (the “Lender”) and Regional Enterprises, Inc. |
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| May 28, 2010 |
SECURITIES PURCHASE AND SALE AGREEMENT Between CENTRAL ENERGY, LLC As Buyer, RIO VISTA ENERGY PARTNERS, L. |
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| March 31, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2010 Rio Vista Energy Partners L.P. (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorporation) (Comm |
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| February 16, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* Rio Vista Energy Partners, LP (Name of Issuer) Common Units (Title of Class of Securities) 767271109 (CUSIP Number) December 31, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic |
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| February 16, 2010 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2010 RIO VISTA ENERGY PARTNERS L.P. (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorpor |
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| February 16, 2010 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* RIO VISTA ENERGY PARTNERS L.P. (Name of Issuer) Ordinary Shares (Title of Class of Securities) 767271109 (CUSIP Number) December 31, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| February 16, 2010 |
Joint Filing Agreement Pursuant to Rule 13d-1(k) Exhibit A Exhibit A to Schedule 13G Joint Filing Agreement Pursuant to Rule 13d-1(k) The undersigned persons (the “Reporting Persons”) hereby agree that a joint statement on this Schedule 13G, and any amendments thereto, be filed on their behalf by ING Groep N. |
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| November 23, 2009 |
Exhibit 99.1 Rio Vista Energy Partners L.P. Receives Additional Letter From Nasdaq Non-Filing of September 30, 2009 Form 10-Q To Serve As Additional Basis To Delist Rio Vista Common Units El Segundo, California—(BUSINESS WIRE)—Rio Vista Energy Partners L.P. (NASDAQ: RVEP), an energy services master limited partnership, announced today that it had received on November 18, 2009 a letter from the Nas |
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| November 23, 2009 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2009 RIO VISTA ENERGY PARTNERS L.P. (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorpor |
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| October 8, 2009 |
Correspondence Rio Vista Energy Partners L.P. 1313 East Alton Gloor Blvd. Suite J Brownsville, Texas 78526 (956) 831-0886 October 8, 2009 Via EDGAR Karl Hiller, Branch Chief United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Rio Vista Energy Partners L.P. Form 10-K for the Fiscal Year Ended December 31, 2008 Filed Apr |
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| October 2, 2009 |
Rio Vista Energy Partners L.P. Receives Listing Determination Letter Exhibit 99.1 Exhibit 99.1 Rio Vista Energy Partners L.P. Receives Listing Determination Letter BROWNSVILLE, Texas—(BUSINESS WIRE)—Rio Vista Energy Partners L.P. (NASDAQ: RVEP), an energy services master limited partnership, announced today that it had received on September 28, 2009 a written Staff Determination (“Staff Determination”) from The Nasdaq Stock Market’s Listing Qualifications Departmen |
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| October 2, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2009 RIO VISTA ENERGY PARTNERS L.P. (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorporation) ( |
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| September 25, 2009 |
Correspondence September 25, 2009 Via EDGAR Karl Hiller, Branch Chief United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| September 18, 2009 |
Rio Vista Energy Partners L.P. Receives Nasdaq Notice of Minimum Bid Price Non-Compliance Exhibit 99.1 Rio Vista Energy Partners L.P. Receives Nasdaq Notice of Minimum Bid Price Non-Compliance BROWNSVILLE, Texas—(BUSINESS WIRE)—Rio Vista Energy Partners L.P. (NASDAQ: RVEP), an energy services master limited partnership, announced today that it received on September 16, 2009 written notification from The Nasdaq Stock Market’s Listing Qualification Department stating that, for the last 3 |
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| September 18, 2009 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2009 RIO VISTA ENERGY PARTNERS L.P. (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorpo |
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| August 24, 2009 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2009 RIO VISTA ENERGY PARTNERS L.P. (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorporat |
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| August 24, 2009 |
Rio Vista Energy Partners L.P. Receives Notice of Non Compliance From Nasdaq Exhibit 99.1 Rio Vista Energy Partners L.P. Receives Notice of Non Compliance From Nasdaq BROWNSVILLE, Texas—(BUSINESS WIRE)—Rio Vista Energy Partners L.P. (NASDAQ: RVEP), an energy services master limited partnership, announced today that it had received on August 18, 2009 a letter from the Nasdaq Stock Market (“Nasdaq”) staff indicating that since Nasdaq did not receive Rio Vista’s Report on For |
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| August 17, 2009 |
RIO VISTA ENERGY PARTNERS L.P. DELAYS FILING OF JUNE 30, 2009 QUARTERLY REPORT Exhibit 99.1 Exhibit 99.1 RIO VISTA ENERGY PARTNERS L.P. DELAYS FILING OF JUNE 30, 2009 QUARTERLY REPORT BROWNSVILLE, Texas—(BUSINESS WIRE)—Rio Vista Energy Partners L.P. (NASDAQ: RVEP), an energy services master limited partnership (Rio Vista), announced today that it will not file its Form 10-Q for the quarter ended June 30, 2009 with the Securities and Exchange Commission by the required due da |
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| August 17, 2009 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2009 RIO VISTA ENERGY PARTNERS L.P. (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorporation) (Com |
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| August 11, 2009 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2009 RIO VISTA ENERGY PARTNERS L.P. (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorporatio |
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| August 11, 2009 |
Rio Vista Energy Partners L.P. Enters Into Letter Of Intent To Sell Regional Exhibit 99.1 Rio Vista Energy Partners L.P. Enters Into Letter Of Intent To Sell Regional BROWNSVILLE, Texas—(BUSINESS WIRE)—Rio Vista Energy Partners L.P. (NASDAQ: RVEP), an energy services master limited partnership, announced today that it had entered into a non-binding letter of intent (LOI) on July 29, 2009 to sell its wholly-owned subsidiary, Regional Enterprises Inc. (Regional) to an undisc |
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| June 19, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2009 Rio Vista Energy Partners L.P. (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other jurisdiction of incorporation) (Commi |
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| June 19, 2009 |
SIXTH AMENDMENT, ASSUMPTION OF OBLIGATIONS AND RELEASE AGREEMENT Exhibit 10.1 Exhibit 10.1 SIXTH AMENDMENT, ASSUMPTION OF OBLIGATIONS AND RELEASE AGREEMENT This SIXTH AMENDMENT, ASSUMPTION OF OBLIGATIONS AND RELEASE AGREEMENT dated as of June 15, 2009 (this “Sixth Amendment”), is among RZB FINANCE LLC (the “Lender”), Rio Vista Energy Partners L.P., a Delaware limited partnership (“RVEP”) and Regional Enterprises, Inc., a Virginia corporation (“Regional”). W I T |
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| June 11, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| June 2, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2009 RIO VISTA ENERGY PARTNERS L.P. (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorporation) (Commis |
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| June 2, 2009 |
Rio Vista Energy Partners L.P. receives notice of non compliance from Nasdaq Exhibit 99.1 Exhibit 99.1 Rio Vista Energy Partners L.P. receives notice of non compliance from Nasdaq BROWNSVILLE, Texas—(BUSINESS WIRE)—Rio Vista Energy Partners L.P. (NASDAQ: RVEP), an energy services master limited partnership, announced today that it had received on May 28, 2009 a letter from the Nasdaq Stock Market (“Nasdaq”) indicating that since Rio Vista’s Report on Form 10-Q for the peri |
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| June 2, 2009 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2009 Rio Vista Energy Partners L.P. (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other jurisdiction of incorporation |
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| June 2, 2009 |
Exhibit 10.1 Exhibit 10.1 SETTLEMENT AGREEMENT This Settlement Agreement (this “Agreement”) is made as of May 27, 2009, by and among: • Rio Vista Energy Partners L.P., a Delaware limited partnership (“Parent”), • Rio Vista ECO LLC, an Oklahoma limited liability company (“ECO”), • TCW Asset Management Company, a California corporation, solely in its capacity as administrative agent for Holder (in s |
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| June 2, 2009 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT by and between RIO VISTA ENERGY PARTNERS L.P. and TCW ENERGY X BLOCKER (RIO VISTA), L.L.C. 1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 27, 2009, by and between RIO VISTA ENERGY PARTNERS L.P., a Delaware limited partnership (the “Company”), and TCW ENERGY X BLOCKER (RIO VISTA), L. |
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| May 27, 2009 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2009 Rio Vista Energy Partners L.P. (Exact name of registrant as specified in its charter) Delaware 000-50394 20-0153267 (State or other Jurisdiction of Incorporation |
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| May 20, 2009 |
Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-50394 Rio Vista Energy Partners L. |
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| May 20, 2009 |
Exhibit 10.1 TCW ASSET MANAGEMENT COMPANY 865 South Figueroa Street, Suite 1800 Los Angeles, Califorina 90017 April 13, 2009 Rio Vista Penny LLC 2601 Northwest Expressway #902E Oklahoma City, Oklahoma 93112 Attention: Ian Bothwell Re: Note Purchase Agreement, dated as of November 19, 2007 (as amended, supplemented or otherwise modified, the “Note Purchase Agreement”), by and among RIO VISTA PENNY |
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| May 15, 2009 |
OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response . |
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| May 7, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response... 10.4 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* RIO VISTA ENERGY PARTNERS L.P. (Name of Issuer) Common Units (Title of Class of Securities) 767271109 (CUSIP Number) April 29, 2009 (Date of |
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| April 30, 2009 |
Exhibit 99.1 Explanation of Responses (1) The reported securities are owned directly by Standard General Fund L.P., a Delaware limited partnership (“Standard General Fund”). (2) The reporting person, Mr. Nicholas Singer, a United States citizen (“Mr. Singer”), is a co-managing member of Standard General Management LLC, a Delaware limited liability company. Standard General Management LLC is the ma |
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| April 21, 2009 |
Exhibit 99.1 Explanation of Responses (1) The reported securities are owned directly by Standard General Fund L.P., a Delaware limited partnership (“Standard General Fund”). (2) The reporting person, Mr. Nicholas Singer, a United States citizen (“Mr. Singer”), is a co-managing member of Standard General Management LLC, a Delaware limited liability company. Standard General Management LLC is the ma |
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| April 14, 2009 |
Exhibit 10.63 Exhibit 10.63 THIRD AMENDMENT TO LOAN AGREEMENT This THIRD AMENDMENT TO LOAN AGREEMENT dated as of December , 2008 (this “Third Amendment”), is between RZB FINANCE LLC (the “Lender”) and Rio Vista Energy Partners L.P. (the “Borrower”). W I T N E S S E T H: WHEREAS, Lender and the Borrower are parties to a Loan Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise |
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| April 14, 2009 |
Exhibit 10.60 AMENDMENT TO PROMISSORY NOTE $300,000.00 June 27, 2008 WHEREAS, that certain PROMISSORY NOTE dated November 19, 2007, securing a loan from GARY MOORES, an individual resident of Oklahoma (the “Lender”), of FIVE HUNDRED THOUSAND DOLLARS AND NO CENTS ($500,000.00), to RIO VISTA ENERGY PARTNERS, L.P., a Delaware limited partnership (the “Borrower”), became, according to its terms, due a |
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| April 14, 2009 |
Exhibit 10.66 Exhibit 10.66 TCW ASSET MANAGEMENT COMPANY 865 South Figueroa Street, suite 1800 Los Angeles, California 90017 December 30, 2008 Rio Vista Penny LLC 2601 Northwest Expressway #902E Oklahoma City, Oklahoma 93112 Attention: Ian Bothwell Re: Note Purchase Agreement, dated as of November 19, 2007 (as amended, supplemented or otherwise modified, the “Note Purchase Agreement”), by and amon |
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| April 14, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-50394 Rio Vista Energy Partners L. |
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| April 14, 2009 |
Exhibit 21 Exhibit 21 SUBSIDIARIES OF THE REGISTRANT Name of Subsidiaries State of Organization Trade Names Penn Octane International, L. |
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| April 14, 2009 |
Exhibit 10.68 TCW ASSET MANAGEMENT COMPANY 865 South Figueroa Street, suite 1800 Los Angeles, California 90017 March 23, 2009 Rio Vista Penny LLC 2601 Northwest Expressway #902E Oklahoma City, Oklahoma 93112 Attention: Ian Bothwell Re: Note Purchase Agreement, dated as of November 19, 2007 (as amended, supplemented or otherwise modified, the “Note Purchase Agreement”), by and among RIO VISTA PENNY |
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| April 14, 2009 |
Exhibit 10.62 SECOND AMENDMENT TO LOAN AGREEMENT This SECOND AMENDMENT TO LOAN AGREEMENT, dated as of July , 2008, is between RZB FINANCE LLC (“RZB”) and Rio Vista Energy Partners L.P. (the “Borrower”). W I T N E S S E T H: WHEREAS, RZB and the Borrower are parties to a Loan Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”; |
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| April 14, 2009 |
Exhibit 10.61 SECOND AMENDMENT TO PROMISSORY NOTE $300,000.00 January 20, 2009 WHEREAS, that certain Promissory Note (the “Note”) dated November 19, 2007, securing a loan from GARY MOORES, an individual resident of Oklahoma (the “Lender”), of FIVE HUNDRED THOUSAND DOLLARS AND NO CENTS ($500,000.00), to RIO VISTA ENERGY PARTNERS, L.P., a Delaware limited partnership (the “Borrower”), became due and |
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| April 14, 2009 |
Exhibit 10.65 FIFTH AMENDMENT TO LOAN AGREEMENT This FIFTH AMENDMENT TO LOAN AGREEMENT dated as of March 31, 2009 (this “Fifth Amendment”), is between RZB FINANCE LLC (the “Lender”) and Rio Vista Energy Partners L.P. (the “Borrower”). W I T N E S S E T H: WHEREAS, Lender and the Borrower are parties to a Loan Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from |
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| April 14, 2009 |
Exhibit 10.64 FOURTH AMENDMENT TO LOAN AGREEMENT This FOURTH AMENDMENT TO LOAN AGREEMENT dated as of February 28, 2009 (this “Fourth Amendment”), is between RZB FINANCE LLC (the “Lender”) and Rio Vista Energy Partners L.P. (the “Borrower”). W I T N E S S E T H: WHEREAS, Lender and the Borrower are parties to a Loan Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified |
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| April 14, 2009 |
Exhibit 10.67 Exhibit 10.67 TCW ASSET MANAGEMENT COMPANY 865 South Figueroa Street, suite 1800 Los Angeles, California 90017 February 28, 2009 Rio Vista Penny LLC 2601 Northwest Expressway #902E Oklahoma City, Oklahoma 93112 Attention: Ian Bothwell Re: Note Purchase Agreement, dated as of November 19, 2007 (as amended, supplemented or otherwise modified, the “Note Purchase Agreement”), by and amon |
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| March 31, 2009 |
OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response . |
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| March 10, 2009 |
OMB APPROVAL UNITED STATES OMB Number: 3235-0145 SECURITIES AND EXCHANGE COMMISSION Expires: February 28, 2009 Washington, D. |
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| March 4, 2009 |
United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 04)* OMB Number 3235-0145 RIO VISTA ENERGY PARTNERS LP (Name of Issuer) Common Units, no par value (Title of Class of Securities) 767271109 (CUSIP Number) December 31, 2008 (Date of Event which Requires Filing of this Statement) Check the appropriate box to |
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| February 17, 2009 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Units of Rio Vista Energy Partners, L.P. and further agree that this Joint Filing Agreement shall be includ |
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| February 17, 2009 |
Filed by Bowne Pure Compliance OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response. |
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| February 17, 2009 |
OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours hours per response 10. |
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| February 17, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response... 10.4 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* RIO VISTA ENERGY PARTNERS L.P. (Name of Issuer) Common Units (Title of Class of Securities) 767271109 (CUSIP Number) December 31, 2008 (Date |
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| February 10, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response…11 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 12, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL Washington, DC 20549 OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response…11 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 9, 2008 |
OMB APPROVAL UNITED STATES OMB Number: 3235-0145 SECURITIES AND EXCHANGE COMMISSION Expires: February 28, 2009 Washington, D. |
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| November 17, 2008 |
Filed by Bowne Pure Compliance Exhibit 10.3 PROMISSORY NOTE $575,000.00 April 15, 2008 FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which is hereby acknowledged, Rio Vista Energy Partners L.P., a Delaware limited partnership (the “Maker”), promises to pay to, or order the payment to, Jerome B. Richter, an individual (the “Payee”), on the earlier of (i) the six (6) month anniver |
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| November 17, 2008 |
Filed by Bowne Pure Compliance Exhibit 10.2 AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT This Amended and Restated Management Services Agreement (this “Agreement”), dated and effective as of September 44[], 2008, is made by and among Rio Vista Operating LLC, an Oklahoma limited liability company (“Manager”), Rio Vista Energy Partners L.P., a Delaware limited partnership (“Parent”), and Rio V |
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| November 17, 2008 |
Filed by Bowne Pure Compliance Exhibit 15 ACCOUNTANT’S ACKNOWLEDGMENT We acknowledge the incorporation by reference in the Registration Statement on Form S-3 (333-149238) and Form S-8 (333-149248) of Rio Vista Energy Partners L. |
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| November 17, 2008 |
Filed by Bowne Pure Compliance Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-50394 Rio Vista Energy Partners L. |
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| November 17, 2008 |
Filed by Bowne Pure Compliance Exhibit 10.1 FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”) is dated as of September 44[], 2008, by and among Rio Vista Penny LLC, an Oklahoma limited liability company (“Company”), TCW Asset Management Company, as administrative agent (“Administrative Agent”), and the Holders party to the Original Agreem |
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| November 14, 2008 |
Filed by Bowne Pure Compliance OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response . |
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| November 10, 2008 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response…11 Washington, D. |
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| October 3, 2008 |
Filed by Bowne Pure Compliance UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 19, 2008 |
Filed by Bowne Pure Compliance UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 19, 2008 |
Rio Vista Energy Partners L.P. Announces Listing Transfer To The Nasdaq Capital Market Filed by Bowne Pure Compliance Exhibit 99.1 Rio Vista Energy Partners L.P. Announces Listing Transfer To The Nasdaq Capital Market BROWNSVILLE, Texas—(BUSINESS WIRE)—Rio Vista Energy Partners L.P. (“Rio Vista”) (NASDAQ: RVEP), an energy services master limited partnership, announced today that it has received approval from the Nasdaq Listing Qualifications Staff to transfer the listing of its comm |
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| August 19, 2008 |
Filed by Bowne Pure Compliance Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-50394 Rio Vista Energy Partners L. |
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| August 19, 2008 |
Filed by Bowne Pure Compliance Exhibit 15 ACCOUNTANT’S ACKNOWLEDGMENT We acknowledge the incorporation by reference in the Registration Statement on Form S-3 (333-149238) and Form S-8 (333-149248) of Rio Vista Energy Partners L. |
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| August 14, 2008 |
Filed by Bowne Pure Compliance OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response . |
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| July 22, 2008 |
As filed with the Securities and Exchange Commission on July 22, 2008 Table of Contents As filed with the Securities and Exchange Commission on July 22, 2008 Registration No. |
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| July 18, 2008 |
Filed by Bowne Pure Compliance UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 17, 2008 |
As filed with the Securities and Exchange Commission on June 17, 2008 sv3za Table of Contents As filed with the Securities and Exchange Commission on June 17, 2008 Registration No. |
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| May 29, 2008 |
Rio Vista Energy Partners L.P. Filed by Bowne Pure Compliance Exhibit 99.1 Rio Vista Energy Partners L.P. BROWNSVILLE, Texas—(BUSINESS WIRE)—Rio Vista Energy Partners L.P. (NASDAQ: RVEP), an energy services master limited partnership, announced today that it had received on May 22, 2008 a letter from the Nasdaq Stock Market (“Nasdaq”) staff indicating that, based on Rio Vista’s Report on Form 10-Q for the period ending March 31 |
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| May 29, 2008 |
Filed by Bowne Pure Compliance UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 20, 2008 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-50394 Rio Vista Energy Partners L. |
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| May 15, 2008 |
Filed by Bowne Pure Compliance OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response . |
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| April 15, 2008 |
Exhibit 10.53 GUARANTY THIS GUARANTY is made as of November 19, 2007 by each party named on the signature pages hereto and the Additional Guarantors (as hereinafter defined) (such Persons so listed and the Additional Guarantors individually and collectively herein called “Guarantor”) in favor of TCW ASSET MANAGEMENT COMPANY, as administrative agent for Holders, as such term is defined in the Note |
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| April 15, 2008 |
Filed by Bowne Pure Compliance Exhibit 10.57 THIS NOTE IS SUBJECT TO THE TERMS OF THE AGREEMENT OF SUBORDINATION AND ASSIGNMENT DATED NOVEMBER 19, 2007 BY RIO VISTA ENERGY PARTNERS L.P. AND GARY MOORES IN FAVOR OF RZB FINANCE LLC. PROMISSORY NOTE $500,000.00 Dallas, Texas November 19, 2007 FOR VALUE RECEIVED, Rio Vista Energy Partners L.P., a Delaware limited partnership, (the “Borrower”), promise |
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| April 15, 2008 |
Filed by Bowne Pure Compliance Exhibit 21 SUBSIDIARIES OF THE REGISTRANT U.S. Subsidiaries Name of Subsidiaries State of Organization Trade Names Penn Octane International, L.L.C. Delaware None Rio Vista Operating GP LLC Delaware None Rio Vista Operating Partnership L.P. Delaware None Rio Vista E & P LLC Oklahoma None Rio Vista Eco LLC Oklahoma None Rio Vista GO LLC Oklahoma None Rio Vista Penny L |
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| April 15, 2008 |
Filed by Bowne Pure Compliance Exhibit 10.56 THIS WARRANT HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE (THE “STATE LAWS”). THIS WARRANT MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF, IN WHOLE OR IN PART, IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR THE AVAILABILITY OF AN A |
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| April 15, 2008 |
Filed by Bowne Pure Compliance Exhibit 10.52 NOTE PURCHASE AGREEMENT RIO VISTA PENNY LLC TCW ASSET MANAGEMENT COMPANY, as Administrative Agent and TCW ENERGY FUND X INVESTORS, as Holders $30,000,000 Senior Secured Notes November 19, 2007 TABLE OF CONTENTS Page ARTICLE I — Definitions and References 2 Section 1.1. Defined Terms 2 Section 1.2. Exhibits and Schedules; Additional Definitions 21 Sectio |
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| April 15, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K Filed by Bowne Pure Compliance Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-50394 Rio Vista Energy Partners L. |
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| April 15, 2008 |
Exhibit 10.55 ASSUMPTION AGREEMENT THIS ASSUMPTION AGREEMENT (this “Agreement”) dated as of November 19, 2007, is made by and among G M Oil Properties, Inc., an Oklahoma corporation (“GM Oil”), Rio Vista Penny LLC, an Oklahoma limited liability company (“Penny”), TCW Asset Management Company, as administrative agent (“Administrative Agent”), and the holders party to the Note Purchase Agreement des |
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| April 15, 2008 |
Exhibit 10.54 SECURITY AGREEMENT dated as of November 19, 2007 of Rio Vista Penny LLC, each other Grantor listed on the signature pages hereof and each other Grantor that otherwise may become a party hereto in favor of TCW Asset Management Company, as Administrative Agent [Security Agreement] TABLE OF CONTENTS Page ARTICLE I Definitions and References 1 Section 1.1. Definitions in Note Purchase Ag |
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| March 31, 2008 |
Exhibit 99.1 Overview March 2008 Forward Looking Statements Forward Looking Statements This Presentation contains forward-looking statements, estimates and projections with respect to the anticipated future performance of Rio Vista that may be deemed to be "forward-looking statements." These statements, estimates and projections reflect various assumptions made by Rio Vista concerning anticipated |
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| March 31, 2008 |
Filed by Bowne Pure Compliance Exhibit 99.2 Rio Vista Energy Partners Provides Operational Update and Provides Company Overview in Regulatory Filing BROWNSVILLE — Rio Vista Energy Partners L.P. (NASDAQ: RVEP), an energy services master limited partnership focused on the development of oil and gas properties in Oklahoma and the terminalling and transportation of bulk chemical and petroleum products |
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| March 31, 2008 |
OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response . |
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| March 31, 2008 |
Filed by Bowne Pure Compliance UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 13, 2008 |
Filed by Bowne Pure Compliance UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 14, 2008 |
As filed with the Securities and Exchange Commission on February 14, 2008 Rio Vista Energy Partners L.P. Table of Contents As filed with the Securities and Exchange Commission on February 14, 2008 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Rio Vista Energy Partners L.P. (Exact name of registrant as specified in its charter) Delaware 20-0153267 (State or ot |
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| February 14, 2008 |
OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response. |
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| February 13, 2008 |
As filed with the Securities and Exchange Commission on February 13, 2008 sv3 Table of Contents As filed with the Securities and Exchange Commission on February 13, 2008 Registration No. |
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| February 12, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 03 )* RIO VISTA ENERGY PARTNERS L.P. (Name of Issuer) Common Units, no par value (Title of Class of Securities) 767271109 (CUSIP Number) December 31, 2007 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 5, 2008 |
Report of Independent Registered Public Accounting Firm Filed by Bowne Pure Compliance Exhibit 99.1 Report of Independent Registered Public Accounting Firm To the Board of Managers of Rio Vista GP LLC, General Partner of Rio Vista Energy Partners L.P. We have audited the accompanying combined balance sheets of GO, LLC and MV Pipeline Company (collectively “Company”) as of December 31, 2006 and 2005, and the related combined statements of operations, eq |
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| February 5, 2008 |
Filed by Bowne Pure Compliance Exhibit 99.5 Pro Forma Consolidated Balance Sheets of Rio Vista Energy Partners L.P. as of September 30, 2007 and the Consolidated Statements of Operations for the nine months ended September 30, 2007 and the year ended December 31, 2006 The following unaudited pro forma consolidated financial information (Pro Forma Statements) for Rio Vista Energy Partners L.P. (Rio |
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| February 5, 2008 |
Exhibit 99.3 INDEPENDENT AUDITORS’ REPORT To the Board of Directors Rio Vista Energy Partners, LP El Segundo, California We have audited the accompanying statements of revenues and direct operating expenses of certain oil and gas properties located in McIntosh, Pittsburg, and Haskell counties in Oklahoma (“the Properties”) as defined in the purchase and sale agreements dated November 16, 2007, bet |
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| February 5, 2008 |
Filed by Bowne Pure Compliance Exhibit 99.4 Unaudited Statements of Revenues and Direct Operating Expenses for Oil and Gas Properties located in McIntosh, Pittsburg and Haskell Counties in Oklahoma for the nine months ended September 30, 2007 and 2006. The unaudited statements of revenues and direct operating expenses for oil and gas properties located in McIntosh, Pittsburg and Haskell Counties i |
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| February 5, 2008 |
Exhibit 99.2 Unaudited Combined Financial Statements of GO, LLC and MV Pipeline Company as of September 30, 2007 and for the nine months ended September, 2007 and 2006 The unaudited combined balance sheet as of September 30, 2007 and the combined statements of operations and cash flows for the nine months ended September 30, 2007 and 2006 have been prepared by Rio Vista without audit. In the opini |
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| February 5, 2008 |
Filed by Bowne Pure Compliance UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 4, 2008 |
Filed by Bowne Pure Compliance Exhibit 99.3 Pro Forma Consolidated Financial Statements of Rio Vista Energy Partners L.P. for the six months ended June 30, 2007 and the year ended December 31, 2006 The following unaudited pro forma consolidated financial information (Pro Forma Statements) for Rio Vista Energy Partners L.P. (Rio Vista) reflects the purchase of Regional Enterprizes, Inc. (Regional). |
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| February 4, 2008 |
Report of Independent Registered Public Accounting Firm Filed by Bowne Pure Compliance Exhibit 99.1 Report of Independent Registered Public Accounting Firm To the Board of Managers of Rio Vista GP LLC, General Partner of Rio Vista Energy Partners L.P. We have audited the accompanying balance sheets of Regional Enterprizes, Inc. (a wholly-owned subsidiary of Rio Vista Energy Partners L.P.) as of October 31, 2005 and October 29, 2006, and the related sta |
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| February 4, 2008 |
Filed by Bowne Pure Compliance Exhibit 99.3 INDEPENDENT AUDITORS’ REPORT To the Board of Directors Rio Vista Energy Partners, LP El Segundo, California We have audited the accompanying statements of revenues and direct operating expenses of certain oil and gas properties located in McIntosh, Pittsburg, and Haskell counties in Oklahoma (“the Properties”) as defined in the purchase and sale agreemen |
